PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS

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PURCHASE AND SALE AGREEMENT

AND JOINT ESCROW INSTRUCTIONS

This Purchase and Sale Agreement and Joint Escrow Instructions (“Agreement”) is

entered into as of _______________________ (“Effective Date”) by and between the County of

San Diego, a political subdivision of the State of California, as seller, (“County”) and

____________________, ___________________________, as buyer, (“Buyer”) with reference

to the following facts:

RECITALS

A. County is the owner of real property (“Property”) located in the City of San

Diego, County of San Diego, State of California, bounded by Union Street on the west, Front

Street on the east, A Street on the north and Broadway on the south and consisting of an

approximately 1.38-acre parcel of land [Assessor’s Parcel Number 533-414-08 and 533-414-09]

and an approximately 2.57-acre parcel of land [Assessor’s Parcel Number 533-517-01], which is

more particularly described in the attached EXHIBIT “A” LEGAL DESCRIPTION OF

PROPERTY, and as shown on the map attached as EXHIBIT “B” LOCATION MAP.

B. The Property is improved by a County courthouse building (“Old County

Courthouse”), jail building that is currently leased to Geo Group, Inc., a Florida corporation,

doing business as “GEO California, Inc.,” and a County fleet garage (“Improvements”).

C. County and Buyer have entered into that certain Disposition and Development

Agreement (“DDA”) of even date herewith, pursuant to which Buyer (as “Developer”) will

develop the Property, including, but not limited to, (1) constructing an inmate tunnel connecting

the County’s downtown jail (“Central Jail”) located at 1137 Front Street, San Diego to the State

of California-owned new central court facility (“New Courthouse”) at 1140 Union Street, San

Diego including construction of improvements inside and adjacent to Central Jail and New

Courthouse to accommodate the tunnel (“Inmate Tunnel”), and (2) abating and demolishing of

the Old County Courthouse located on the Property, including abatement and demolition of two

pedestrian bridges connecting the Old County Courthouse to the Central Jail and Hall of Justice

and repair work to the remaining facilities caused by the demolition of the bridges,

(“Demolition”).

D. Pursuant to the DDA, Buyer intends to develop the Property as _____________.

E. Pursuant to the DDA, Buyer and County have agreed to enter into this

Agreement.

F. Buyer desires to purchase the Property from County, subject to County’s

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reservation of an easement for the construction and operation of the Inmate Tunnel, and County

desires to sell the Property to Buyer for the price and under the terms and conditions specified in

this Agreement.

G. This Agreement constitutes a Purchase and Sale Agreement and Joint Escrow

Instructions to the Escrow Agent identified in this Agreement.

NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are

hereby acknowledged, the County and Buyer agree as follows:

ARTICLE 1

DEFINITIONS

As used in this Agreement, the following terms shall have the following definitions:

“Appurtenances” means all privileges, rights, easements appurtenant to the Property, and

other easements and other rights-of-way included in, adjacent to, or used in connection with the

beneficial use and enjoyment of the Property.

“Buyer” is defined in the preamble of this Agreement.

“Central Jail” is defined in Recital C of this Agreement.

“Close of Escrow” is defined in Section 4.4 of this Agreement.

“Closing Date” is defined in Section 4.4 of this Agreement.

“Closing Date Deadline” is defined in Section 4.4 of this Agreement.

“County” is defined in the preamble of this Agreement.

“DDA” is defined in Recital C of this Agreement.

“Deferred Purchase Price” is defined in Section 2.2.2 of this Agreement.

“Deferred Purchase Price Declaration” is defined in Section 2.2.2 of this Agreement.

“Demolition” is defined in Recital B of this Agreement.

“Deposit” is defined in Section 2.3.2 of this Agreement.

“Developer” is defined in Recital C of this Agreement.

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“Due Diligence Investigation” is defined in Section 8.1 of this Agreement.

“Due Diligence Period” is defined in Section 8.2 of this Agreement.

“Effective Date” is defined in the preamble of this Agreement.

“Entitlements” means the non-appealable, final approval by the City of San Diego of a

general plan amendment (if such an amendment is required for Buyer’s proposed development of

the Property), tentative map, zoning approval, site development permit, conditional use permit (if

required) and other approvals for the Property that are consistent with Buyer’s intended

development of the Property pursuant to Buyer’s “Statement of Qualifications” dated ________,

2017 and Developer’s [revised] proposal dated _________, 2018 incorporated into the DDA as

Exhibit B-5.

“Escrow Agent” and “Title Insurer” mean:

[TBD]

“Exception” means any encroachment, overlap, boundary line dispute or other matter that

materially or adversely affects title to the Property as shown on the Preliminary Title Report.

“Extension Deposit” is defined in Section 2.3.1 of this Agreement.

“Extension Period” is defined in Section 2.3.1 of this Agreement.

“FTB” is defined in Section 4.5.1 (c).

“Geo Lease” is defined as that certain Lease Agreement with to Geo Group, Inc., a

Florida corporation, doing business as “GEO California, Inc.” for the Old Jail dated July 26,

2011, as amended on December 1, 2014 and March 31, 2016.

“Grant Deed” means that document that is in substantially the same form as EXHIBIT

“C” GRANT DEED and that is satisfactory to County, conveying to Buyer County’s title to the

Property consistent with Section 5.1.2 Approval of Condition of Title.

“Hazardous Materials” means any substances that are flammable, explosive, asbestos,

radioactive, or toxic and any substances defined or regulated as hazardous substances, hazardous

materials, toxic substances, or hazardous waste under any Hazardous Materials Laws.

“Hazardous Materials Laws” means any and all federal, state or local laws, ordinances,

rules, decrees, orders, regulations or court decisions (including “common law”) relating to

hazardous substances, hazardous materials, hazardous waste, toxic substances, environmental

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conditions on, under or about the Property, or soil or groundwater conditions, including, but not

limited to, the Resource Conservation and Recovery Act of 1976 (42 U.S.C. Section 6901, et

seq.), the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42

U.S.C. Section 9601, et seq.), the Hazardous Materials Transportation Act (49 U.S.C. Section

1801, et seq.), the California Hazardous Waste Control Act and the Carpenter-Presley-Tanner

Hazardous Substance Account Act (Cal. Health & Safety Code Section 25100, et seq. and

Section 25300, et seq.), the Safe Drinking Water and Toxic Enforcement Act (Cal. Health &

Safety Code Section 25249.5, et seq.), the Porter-Cologne Water Quality Control Act (Cal.

Water Code Section 13000, et seq.), and any amendments to, and regulations implementing, the

foregoing.

“Improvements” is defined in Recital B of this Agreement and all other buildings,

structures, fences, parking areas, or improvements located upon the Property or upon the

Improvements, including fixtures, systems, and equipment attached to the land or Improvements

and used in connection with the operation or occupancy of the Property and Improvements.

“Independent Consideration” is defined in Section 2.4 of this Agreement.

“Initial Deposit” is defined in Section 2.3 of this Lease.

“Inmate Tunnel” is defined in Recital C of this Agreement.

“Liquidated Damages” are defined in Section 2.3.2 of this Agreement.

“Minimum Purchase Price” is defined in Section 2.2 of this Agreement.

“New Courthouse” is defined in Recital C of this Agreement.

“New Exception” means any encroachment, overlap, boundary line dispute or other

matter that materially or adversely affects title to the Property shown on any amended

Preliminary Title Report issued by Title Insurer.

“Non-Refundable Consideration” is defined in Section 2.4 of this Agreement.

“Old County Courthouse” is defined in Recital B of this Agreement.

“Opening of Escrow” means the date on which the County and Buyer establish an escrow

as further described in Section 4.2 of this Agreement.

“Permitted Density” means the maximum density authorized under approved

Entitlements pursuant to the City of San Diego Municipal Code, not the number of units or

square feet for which a building permit is issued.

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“Permitted Exceptions” mean those matters shown on the Preliminary Title Report

approved or deemed approved by Buyer under Section 5.1.2 or Section 5.1.3, the approved

condition of title and matters excepted or excluded from coverage by the printed terms of the

Title Policy’s standard form.

“Preliminary Title Report” is defined in Section 5.1.1 of this Agreement.

“Property” is defined in Recital A of this Agreement. The term “Property” shall include

the Improvements and Appurtenances.

“Purchase Price” is defined in Section 2.2 of this Agreement.

“Section 1542” is defined in Section 5.3.3 of this Agreement.

“Temporary Construction Easement” is defined in Section 4.5.2 of this Agreement.

“Title Policy” means a standard form California Land Title Association Title Insurance

Policy.

“Verizon Lease” is defined as that certain Lease Agreement with Verizon Wireless

(VAW), LLC for portions of the Old County Courthouse dated September 22, 2008.

ARTICLE 2

PROPERTY; PURCHASE PRICE

2.1 Property. Subject to the terms of this Agreement, County agrees to sell to Buyer,

and Buyer agrees to purchase from County, the Property, including the Improvements, all

Appurtenances, and all rights under the Leases, and subject to County’s reservation of an

easement for Buyer’s construction of the Inmate Tunnel and County’s operation of the Inmate

Tunnel.

2.2 Purchase Price. The total purchase price for the Property (“Purchase Price”) shall

be ____________________________ dollars (“Minimum Purchase Price”) plus an amount

based on the Permitted Density calculated as follows:

(a) The Minimum Purchase Price plus;

(b) ____________ dollars ($ )for a Permitted Density of up to

___________; plus

(c) ____________ dollars ($ ) for a Permitted Density between _____

and _____ ; plus

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(d) ____________ dollars ($ ) for a Permitted Density exceeding

___________________;

(e) Provided, however, that in no event shall the total Purchase Price be less

than the Minimum Purchase Price.

2.2.1 Payment of Purchase Price. Except as set forth in Section 2.2.2, Buyer shall

pay the Purchase Price in cash at Close of Escrow.

2.2.2 Deferred Purchase Price. In the event that the Property has not received

Entitlements as described in Article 3 at the Close of Escrow, Buyer shall pay the Minimum

Purchase Price in cash at the Close of Escrow, plus a deferred Purchase Price (“Deferred

Purchase Price”) equal to the positive difference, if any, between the Minimum Purchase Price

and the Purchase Price calculated in accordance with the Permitted Density authorized under the

approved Entitlements using the method described in Section 2.2 of this Agreement. The

Deferred Purchase Price shall be payable in full in cash within thirty (30) days following receipt

of Entitlements. Payment of the Deferred Purchase Price, if any, shall be secured by a recorded

Declaration of Agreement to Pay Deferred Purchase Price (“Deferred Purchase Price

Declaration”) in the form attached to this Agreement as EXHIBIT “D” DEFERRED

PURCHASE PRICE DECLARATION, recorded at the Close of Escrow. The provisions this

Article 2 shall survive the Close of Escrow to the extent necessary to effectuate payment of the

Deferred Purchase Price.

2.3 Initial Deposit. Buyer shall pay into escrow a deposit (“Initial Deposit”) in the

amount of ____________________________ dollars ($_______) upon the Opening of Escrow.

2.3.1 Extension of Closing Date Deadline; Extension Deposit. If the Close of

Escrow does not occur on or before the Closing Date Deadline, Buyer may extend the Closing

Date Deadline by _______ (__) periods of _____ (___) days each (each an “Extension Period”)

by providing written notice to County of its desire to so extend pursuant to Section 10.10 and

depositing into escrow an additional deposit (each an “Extension Deposit”) of

_________________ dollars ($_______) ten (10) business days before the end of the original

____-day escrow period, or ten (10) business days before the end of the applicable _____-day

Extension Period.

2.3.2 Deposits. The Initial Deposit and Extension Deposit(s), as applicable,

may be referenced individually in this Agreement or collectively referred to as the “Deposit” in

this Agreement. If the Close of Escrow for the sale of the Property occurs the Deposit shall be

applied to the Purchase Price. If the Close of Escrow for the sale of the Property does not occur

prior to the Closing Date Deadline, the Deposit shall be paid to County as liquidated damages

(“Liquidated Damages”) as provided in Section 4.7.4 Liquidated Damages of this Agreement.

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2.4 Consideration. Concurrently with the Opening of Escrow, Buyer shall deposit

into escrow the amount of one hundred dollars ($100.00) (“Independent Consideration”). The

Independent Consideration shall be non-refundable to Buyer as independent consideration for the

rights extended to Buyer under this Agreement, including without limitation, the right and option

to terminate this Agreement as provided in this Agreement. Escrow Agent shall release the

Independent Consideration to County immediately following Buyer’s delivery of the Deposit. In

all instances under this Agreement in which Buyer elects to terminate or is deemed to have

terminated this Agreement, County shall retain the Independent Consideration. The Independent

Consideration shall not be treated as consideration given by County for any purpose other than as

stated in this section.

ARTICLE 3

ENTITLEMENTS

3.1 Applications for Entitlements. Buyer shall have the right to process applications,

plans, maps, zoning changes, site approvals, agreements and other documents that are required

for Buyer to obtain Entitlements. Buyer shall not submit an application for less than either (i) the

entire Property, or (ii) the portion of the entire Property that will not be developed under the

underlying zoning existing at the time of the Opening of Escrow. If requested by Buyer, County

shall sign applications and other documents necessary or appropriate for Buyer to process for

approval Buyer’s proposed development of the Property, including, but not limited to, the

Entitlements and other entitlements and documents referred to in this Article 3.

3.2 County’s Interest in Entitlements. Buyer acknowledges that County has

continuing interest in the Entitlements because of the method of computation of the Purchase

Price. Buyer agrees that in connection with obtaining Entitlements: (i) Buyer shall use

commercially reasonable, good faith efforts to obtain Entitlements that maximize the Purchase

Price, and (ii) Buyer shall keep County fully informed of the progress of all applications for the

Entitlements and any hearings or negotiations related to any applications for the Entitlements,

including, but not limited to, any proposed revisions or amendments to such applications.

Notwithstanding the foregoing, Buyer shall have the right to revise or amend applications for

Entitlements in its sole discretion and without County’s consent, provided that, in no event shall

such revisions or amendments result in a Purchase Price for the Property of less than the

Minimum Purchase Price. County may review the applications, plans, maps, agreements and

other documents that Buyer and its consultants have prepared and submitted to obtain

Entitlements, provided, however, that such right shall not extend to items that are proprietary,

confidential or privileged. The provisions of this Article 3 shall survive the Close of Escrow as

necessary to effectuate the County’s continuing interest in the Entitlements.

ARTICLE 4

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ESCROW

4.1 Escrow Agent. Escrow Agent is designated, authorized and instructed to act in

accordance with the terms of this Agreement.

4.2 Opening of Escrow. Opening of Escrow shall occur within ten (10) business days

of the Effective Date of this Agreement.

4.3 Escrow Instructions. This Agreement shall constitute initial escrow instructions

to Escrow Agent. County and Buyer shall execute a copy of Escrow Agent’s general conditions

and any additional escrow instructions reasonably required by Escrow Agent to consummate the

transaction provided for in this Agreement after Opening of Escrow; provided, however, any

additional escrow instructions shall not modify the provisions of this Agreement, unless the

instructions (i) state the modification in full and (ii) are signed by both County and Buyer. In the

event of any conflict between the terms of this Agreement and the terms of Escrow Agent’s

general conditions, the terms of this Agreement shall prevail.

4.4 Close of Escrow. The “Close of Escrow” or “Closing Date” shall occur on the

day the Escrow Agent records the Grant Deed to the Property in favor of Buyer and delivers the

Purchase Price, less applicable charges and adjustments, to County. The Close of Escrow shall

occur no later than _______________ (__) days following the Opening of Escrow (“Closing

Date Deadline”). The Closing Date Deadline shall be extended (i) by one day for each day of

delay, at no cost of Buyer, where the delays have been caused by any act or omission of County;

or (ii) if Buyer extends the Closing Date Deadline pursuant to Section 2.3.1 of this Agreement;

or (iii) by the mutual written agreement of County and Buyer.

4.5 Deliveries to Escrow. Prior to the Close of Escrow, County and Buyer shall

timely deliver to Escrow Agent the funds and documents required to cause the Close of Escrow.

Without limiting the generality of the foregoing, County and Buyer shall deliver to Escrow

Agent the following:

4.5.1 County’s Deliveries. County shall deliver or cause to be delivered to

Escrow Agent:

(a) the Grant Deed conveying the Property to Buyer, duly executed by

County and acknowledged in recordable form conveying to Buyer good and marketable fee

simple title to the Property, subject only to the Permitted Exceptions;

(b) copies of the Geo Lease and the Verizon Lease;

(c) an affidavit executed by County to the effect that County is not a

“foreign person” within the meaning of Internal Revenue Code Section 1445, as amended;

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(d) a State of California Franchise Tax Board (“FTB”) Form 593C and

any additional forms required by FTB, all completed by County; and

(e) any and all additional documents which may be reasonably

necessary to transfer title to the Property to Buyer as specified in this Agreement or otherwise

required by law.

4.5.2 Buyer’s Deliveries. Buyer shall deliver or cause to be delivered to Escrow

Agent:

(a) upon the Opening of Escrow, cash in the amount of the Deposit;

(b) at the Close of Escrow, cash in the amount of the Purchase Price,

less the Deposit, plus any additional sums required of Buyer under this Agreement for special

assessment prorations, expenses and adjustments, which may be deposited by Buyer with Escrow

Agent by wire transfer;

(c) if applicable, a duly executed Deferred Purchase Price Declaration

in the form attached to this Agreement as EXHIBIT “D” DEFERRED PURCHASE PRICE

DECLARATION, by which Buyer shall be obligated to pay the Deferred Purchase Price in full

in cash within thirty (30) days following receipt of Entitlements.

(d) a duly executed Assignment of Lease in the form attached to this

Agreement as EXHIBIT “E” ASSIGNMENT OF LEASE FORM for the Geo Lease, by which

Buyer assumes County’s interest as lessor under the lease;

(e) a duly executed Assignment of Lease in the form attached to this

Agreement as EXHIBIT “E” ASSIGNMENT OF LEASE FORM for the Verizon Lease, by

which Buyer assumes County’s interest as lessor under the lease, if Close of Escrow will occur

prior to the expiration of the Verizon Lease;

(f) a duly executed Temporary Construction Easement in the form

attached to this Agreement as EXHIBIT “F” TEMPORARY CONSTRUCTION EASEMENT,

by which Buyer grants County the right to perform all activities on the Property necessary to

construct the Inmate Tunnel and Demolition; and

(g) any and all additional documents which may be reasonably

necessary to transfer title to the Property to Buyer as specified in this Agreement or otherwise

required by law.

4.6 Completion of Documents. Escrow Agent is authorized to complete the

documents deposited by County and Buyer into Escrow, when appropriate and consistent with

this Agreement.

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4.7 Escrow Fees and Costs.

4.7.1 County’s Payments. County shall pay:

(a) all government conveyance fees and taxes in the amount Escrow

Agent determines to be due upon the transfer of the Property or otherwise required by law; and

(b) other “seller’s charges and expenses”, in accordance with the

customary practices of Escrow Agent. County shall pay all operating expenses for the Property

prior to the Closing Date, including, but not limited to, insurance, utilities, interest on

encumbrances, taxes and maintenance costs.

4.7.2 Buyer’s Payments. Buyer shall pay:

(a) the Escrow Agent’s escrow fee;

(b) any escrow termination charge;

(c) the cost of the Title Policy described in Section 5.2 of this

Agreement;

(d) other “buyer’s charges and expenses”, in accordance with the

customary practices of Escrow Agent; and

(e) any special assessments from the Closing Date through the end of

the current tax year, in accordance with the tax demand received from the San Diego County

Treasurer-Tax Collector.

4.7.3 Default. Notwithstanding Section 4.7.2 of this Agreement, in the event of

a default by Buyer or County under this Agreement, all cancellation and other escrow charges

shall be paid by the defaulting party.

4.7.4 Liquidated Damages. In the event the Close of Escrow does not occur

due to a Buyer default under this Agreement, the Agreement will terminate and the rights

and obligations of the parties will terminate and the Deposit will be immediately delivered

by escrow holder to County on County’s request. Except as provided in the DDA, the

Deposit shall be deemed Liquidated Damages for Buyer’s nonperformance as County’s sole

and exclusive remedy against Buyer (including, without limitation, County’s right to seek

specific performance of this Agreement and to receive damages) for Buyer’s failure to

purchase the Property under this Agreement. The damages caused by a Buyer default

under this Agreement will be extremely difficult and impractical to ascertain for the

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following reasons: (i) the damages to which County would be entitled in a court of law will

be based in part on the difference between the actual value of the Property at the Closing

Date Deadline and the Purchase Price for the Property set forth in this Agreement; (ii)

proof of the amount of the damages will be based on opinions of value of the Property

which can vary in significant amounts; and (iii) it is impossible to predict as of the Effective

Date of this Agreement whether the value of the property will increase or decrease as of the

Closing Date. Buyer desires to limit the amount of damages for which Buyer might be

liable should Buyer breach this Agreement. Buyer and County wish to avoid the costs and

lengthy delays which would result if County filed a lawsuit to collect its damages for a

breach of this Agreement.

Therefore, the Deposit shall be deemed to constitute a reasonable estimate of

County’s damages under the provisions of State of California Civil Code Section 1671 and,

except as provided below, County’s sole and exclusive remedy in the event the Close of

Escrow does not occur as a result of Buyer’s default under this Agreement shall be limited

to the Deposit. Nothing contained in this section shall waive or otherwise limit County’s

remedies or damages from claims of County against Buyer arising out of Buyer’s

indemnification obligations under this Agreement, or waive or otherwise limit County’s

rights to obtain from Buyer all of County’s costs and expenses of enforcing the Liquidated

Damages provision, including, without limitation, attorney’s fees and costs. Buyer and

County have reviewed the effect of this provision with legal counsel and have agreed that

the Liquidated Damages are a reasonable and fair estimate of the damages County will

sustain. By initialing this provision in the spaces below, County and Buyer each

specifically affirm their respective agreements contained in this section.

Buyer’s Initials: ________ County’s Initials: ________

4.8 Existing Encumbrances. Escrow Agent is authorized to secure beneficiary

demands and requests for reconveyance for those monetary liens which are not a Permitted

Exception. County has the right to approve all demands and statements described in this section,

but approval shall not be unreasonably withheld or delayed.

ARTICLE 5

TITLE MATTERS

5.1 Preliminary Title Report.

5.1.1 Delivery to Buyer. Buyer has received a copy of the Preliminary Title

Report No. ________________________ dated _____________________ (“Preliminary

Report”), issued by Title Insurer reflecting the status of title to the Property.

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5.1.2 Approval of Condition of Title. Buyer approves the condition of title to

the Property, including the Permitted Exceptions. There are no items to be cleared from the title

by County prior to Close of Escrow.

5.1.3 Amendment of Preliminary Report. If any New Exception to the

Preliminary Title Report arises after the Effective Date and prior to the Close of Escrow, then

Buyer may elect, at any time prior to Close of Escrow, to either (i) waive any objection it may

have to any New Exception and accept title to the Property subject to the New Exception, (ii)

request that County remove the New Exception, or (iii) terminate this Agreement.

5.2 Title Insurance. Title Insurer shall issue a Title Policy insuring Buyer’s title to

the Property in the amount of the Purchase Price, subject only to the Permitted Exceptions.

5.3 Condition of the Property.

5.3.1 As Is Purchase; No Seller Representations. Except as otherwise

provided in this Agreement, Buyer has agreed to accept possession of the Property on the

Closing Date on an “As Is” Basis. County and Buyer agree that the Property will be sold

“As Is, Where is, With All Faults” with no right of set-off or reduction in the Purchase

Price. Except as explicitly set forth in Section 7.1, County makes no representations or

warranties, express or implied, regarding the Property or matters affecting the Property,

whether made by County, on County’s behalf, or otherwise, including, without limitation,

the physical condition of the Property (including, without limitation, any improvements on

the Property); the size or square footage of the Property or any improvements; the age of

any improvements, title to, or the boundaries of the Property; pest control matters;

utilities; soil conditions; geology; the fact that all or a portion of the Property may be

located on or near an earthquake fault line or a flood zone; the presence, existence or

absence of Hazardous Materials or other environmental issues; compliance with building,

health, safety, land use and zoning laws; structural and other engineering characteristics

(including seismic damage); economic conditions or projections, including income to be

derived from the Property; or any other information pertaining to the Property (including,

without limitation, any due diligence materials or document delivered by County to Buyer

under this Agreement) or the market and physical environments in which the Property is

located. Buyer assumes sole and complete responsibility for the Property upon transfer of

title, all risk of adverse physical characteristics and existing conditions, tort liability, and

compliance with any and all federal, state and local laws, regulations, rules, orders or

ordinances relating to the condition of the Property, including Hazardous Materials Laws.

5.3.2 Buyer’s Reliance on its Investigations. Buyer acknowledges that Buyer is

taking the Property “as is” with any and all latent and patent defects and that there is no warranty

by County that the Property is fit for a particular purpose. Buyer acknowledges that, except as

expressly provided in Section 7.1, it is not relying upon any representation, statement or other

assertion with respect to the condition of the Property, but is relying upon the examination of the

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Property. Buyer takes the Property under the express understanding that, except as expressly

provided in this Agreement, there are no express or implied warranties (except for limited

warranties of title set forth in the deed to be delivered at the Close of Escrow).

The provisions of this section shall survive indefinitely the Closing Date or termination

of this Agreement and shall not be merged into the closing documents.

Buyer’s Initials: ________ Buyer’s Initials: ________

5.3.3 Section 1542 Waiver. Buyer acknowledges that it has read and is familiar

with the provisions of State of California Civil Code Section 1542 (“Section 1542”), which is set

forth below:

“A general release does not extend to claims which the creditor does not know or suspect

to exist in his or her favor at the time of executing the release, which if known by him or

her must have materially affected his or her settlement with the debtor.”

By initialing below, Buyer waives the provisions of Section 1542 solely in connection

with the matters which are the subject of the foregoing waivers and releases:

Buyer’s Initials: ________ Buyer’s Initials: ________

The waiver and release by Buyer shall survive indefinitely the Closing Date or

termination of this Agreement and shall not be merged into the closing documents.

5.3.4 Condition of Title. It shall be a condition to the Close of Escrow for

Buyer’s benefit that title to the Property shall be conveyed to Buyer by the Grant Deed subject to

the following condition of title:

(a) matters affecting the condition of title created by or with the

written consent of Buyer;

(b) all applicable laws, ordinances, maps, resolutions, rules and

regulations (including, but not limited to, those relative to building, zoning and land use) of all

governmental authorities affecting the Property or the development, use, occupancy or

enjoyment of the Property; and

(c) all matters which an accurate survey of the Property made at the

time of the Closing Date would show and any facts which a personal inspection of the Property

made at the time of the Closing Date would disclose.

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ARTICLE 6

CLOSE OF ESCROW

6.1 Buyer’s Conditions to Close of Escrow. Close of Escrow shall be subject to

satisfaction or waiver of each of the following conditions precedent for the benefit of Buyer:

(a) the Title Insurer’s written agreement to issue or issuance of the Title

Policy in the form required by Section 5.2;

(b) the continued accuracy of the representations and warranties of County set

forth in Section 7.1; and

(c) seven (7) days advance notice from Escrow Agent or County before Buyer

is required to deliver the Purchase Price to Escrow Agent.

6.1.1 Waiver of Buyer’s Conditions to Close of Escrow. Buyer may unilaterally

waive, in writing, any or all of the conditions described in Section 6.1. If Buyer elects to proceed

with the Close of Escrow, notwithstanding the nonsatisfaction of a condition in Section 6.1, there

shall be no liability on the part of County for breaches of representations and warranties of which

Buyer had knowledge as of the Closing Date.

6.1.2 Failure of Conditions; Termination by Buyer. If any of the conditions

described in Section 6.1 is neither satisfied nor waived, Buyer may terminate this Agreement and

the escrow by giving written notice of termination to County and Escrow Agent. In the event of

termination, Buyer shall be relieved of any obligation to purchase the Property and to pay any

costs associated with this Agreement. The termination of this Agreement shall not limit any

other legal rights and remedies available to Buyer if the failure of conditions is the result of a

default by County.

6.2 County’s Conditions to Close of Escrow. Close of Escrow shall be subject to

satisfaction or waiver of each of the following conditions precedent for the benefit of County:

(a) the continued accuracy of the representations and warranties of Buyer set

forth in Section 7.2 in all material respects;

(b) as of the Closing Date, Buyer shall have performed its obligations under

this Agreement and all deliveries to be made at the Close of Escrow have been tendered,

including those required under Section 4.5.2;

(c) there shall exist no actions, suits, arbitrations, claims, attachments,

proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or

other proceedings, pending or threatened against Buyer that would materially and adversely

affect Buyer’s ability to perform its obligations under this Agreement;

- 15 -

(d) there shall exist no pending or threatened action, suit or proceeding with

respect to Buyer before or by any court or administrative agency which seeks to restrain or

prohibit, or to obtain damages or a discovery order with respect to, this Agreement or the

consummation of the transaction contemplated by this Agreement; and

(e) Buyer shall not be in default of any material obligation under this

Agreement or the DDA.

6.2.1 Waiver of County’s Conditions to Close of Escrow. County may

unilaterally waive, in writing, any or all of the conditions described in Section 6.2. If County

elects to proceed with the Close of Escrow, notwithstanding the nonsatisfaction of a condition in

Section 6.2, there shall be no liability on the part of Buyer for breaches of representations and

warranties of which County had knowledge as of the Closing Date.

6.2.2 Failure of Conditions; Termination by County. If any of the conditions

described in Section 6.2 is neither satisfied nor waived, County may terminate this Agreement

and the escrow by giving written notice of termination to Buyer and Escrow Agent. In the event

of termination, County shall be relieved of any obligation to sell the Property to Buyer and to pay

any costs associated with this Agreement. The termination of this Agreement shall not limit any

other legal rights and remedies available to County if the failure of conditions is the result of a

default by Buyer.

6.3 Prorations. For purposes of prorations only, on the Closing Date the Property

shall be considered to be owned by Buyer and all prorations provided in this Agreement to be

made as of the Closing Date shall each be made as of the end of the day before the Closing Date.

In each proration set forth below, the portion of the proration applicable to periods beginning as

of Closing Date shall be credited to Buyer or charged to Buyer as applicable and the portion of

the proration applicable to periods ending as of Closing Date shall be credited to County or

charged to County as applicable.

6.4 Distribution of Funds and Documents. On the Closing Date, Escrow Agent shall:

6.4.1 Recordation of Documents. Submit to the County Recorder of San Diego

County the Grant Deed for the Property, the Temporary Construction Easement, the Deferred

Purchase Price Declaration, if applicable, and any other document to be recorded under the terms

of this Agreement or by general usage, and, after recordation, cause the County Recorder to mail

the Grant Deed to the Buyer, and any other document recorded pursuant to this Agreement to

that person acquiring rights under this Agreement for whose benefit the document was recorded.

6.4.2 Non-Recorded Documents. Deliver by United States mail (or hold for

personal pickup, if requested):

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(a) the Title Policy to Buyer;

(b) one (1) signed copy of Escrow Agent’s closing statement showing

all receipts and disbursements of the escrow to both County and Buyer;

(c) the documents required in Section 4.5.1(b)-(e); and

(d) any other non-recorded document received under this Agreement

to the payee or person acquiring rights under this Agreement or for whose benefit the document

was acquired.

6.4.3 Distribution of Funds. Deliver by United States mail (or as otherwise

instructed by the receiving party):

(a) to County, or order, the cash portion of the Purchase Price,

adjusted for charges, credits and debits provided for in this Agreement; and

(b) to Buyer, or order, any excess funds delivered to Escrow Agent by

Buyer.

ARTICLE 7

REPRESENTATIONS AND WARRANTIES

7.1 County’s Representations and Warranties. County warrants that as of the date of

this Agreement and as of the Close of Escrow:

7.1.1 Authority. County has full legal right, power and authority to execute and

fully perform its obligations under this Agreement, without the need for any further action and

the persons executing this Agreement and other documents required under this Agreement on

behalf of County are the only persons required to execute the documents to legally effect the

transactions contemplated by this Agreement and are fully authorized to do so.

7.1.2 Claims, Litigation. There is no action or proceeding pending and, to

County’s knowledge, County has received no written notice of any threatened actions or

proceedings against County or the Property, including condemnation proceedings, which

challenges or impairs County’s ability to execute or perform its obligations under this

Agreement.

7.1.3 Governmental Regulations. To County’s knowledge, County has received

no notice of violation of any applicable zoning regulation or ordinance or other law, order,

ordinance, rule, regulation, code or requirement affecting or relating to the construction, use or

occupancy of the Property, nor any written notice of violation of any covenant, condition or

- 17 -

restriction affecting the Property.

7.1.4 County’s Knowledge. “County’s knowledge” as used in this Agreement

means the current, actual knowledge of County’s officers, and employees, without any duty of

inquiry or investigation and without any personal liability. The term “written notice” to County,

or similar phrases, as used in this Agreement shall mean written notice addressed specifically to

County and actually received in County’s offices at the address stated in Section 10.10 of this

Agreement. County’s representations and warranties are qualified by any knowledge obtained

by Buyer during its Due Diligence Investigation and by any due diligence materials delivered by

County to the Buyer under this Agreement.

7.2 Buyer’s Representations and Warranties. As a material inducement to County to

execute this Agreement and consummate this transaction, Buyer represents and warrants to

County that:

(a) Authority. Buyer has full legal right, power and authority to execute and

fully perform its obligations under this Agreement, without the need for any further action and

the persons executing this Agreement and other documents required under this Agreement on

behalf of Buyer are the only persons required to execute the documents to legally effect the

transactions contemplated by this Agreement and are fully authorized to do so.

(b) Conflicts and Pending Action. There is no agreement to which Buyer is a

party or to Buyer’s knowledge binding on Buyer which is in conflict with this Agreement. There

is no action or proceeding pending or, to Buyer’s knowledge, threatened against Buyer which

challenges or impairs Buyer’s ability to execute or perform its obligations under this Agreement.

ARTICLE 8

ACCESS TO PROPERTY; DUE DILIGENCE

8.1 Access to Property. Commencing on the Opening of Escrow County shall allow

Buyer and its agents reasonable access to the Property, during reasonable business hours and

upon reasonable notice, for the purpose of inspecting, surveying and testing the Property,

including examination of soils, building materials, environmental factors, Hazardous Materials

and archeological information, and for other purposes reasonably related to Buyer’s right to

purchase the Property (“Due Diligence Investigation”). Buyer shall perform all work in a safe

manner, repair any damage to the Property, and Buyer shall indemnify County as provided in

Section 8.3 of this Agreement. Access shall be coordinated with County, and County may

require all access to be supervised by an authorized representative of County.

Access to the Property shall be subject to the following conditions:

(a) The Due Diligence Investigation shall be conducted in full compliance

- 18 -

with all laws, zoning restrictions, ordinances, rules, regulations or requirements of any

governmental or quasi-governmental agency with jurisdiction over the Property.

(b) Prior to entering the Property to perform its Due Diligence Investigation,

Buyer or Buyer’s contractors shall provide County a certificate of insurance showing that Buyer

or Buyer’s contractor maintains in full force and effect a policy of comprehensive general

liability insurance (i) covering the activities of Buyer or Buyer’s contractor (including

employees, independent contractors and agents) in connection with the Due Diligence

Investigation, (ii) in an amount of not less than two million dollars ($2,000,000) combined single

limit for bodily injury, personal injury and property damage, per occurrence, and contractual

liability from a carrier reasonably acceptable to County, (iii) naming County and its Board of

Supervisors as additional insureds by separate endorsement, and (iv) requiring at least thirty (30)

days written notice to County prior to cancellation or reduction in coverage.

(c) Any testing or investigation involving physical invasion or sampling of the

components of the improvements or the surface of the Property are to be made by Buyer only

after obtaining the express written consent of County, which may be withheld or conditioned in

County’s sole discretion.

(d) Promptly after any physical inspection of the Property, Buyer at its sole

cost shall restore the Property to the condition that existed immediately prior to the inspection.

(e) Buyer shall not permit any mechanics’ or other liens to be filed against the

Property as a result of Buyer exercising its right of entry and Buyer at its sole cost shall cause

any liens so filed to be removed within five (5) days after filing, by bond or otherwise.

(f) Buyer’s obligations under this section shall survive the Closing Date or

the termination of this Agreement.

8.2 Due Diligence. In addition, Buyer shall have up to ninety (90) days from

Opening of Escrow (“Due Diligence Period”) to object to the condition of the Property based

upon its due diligence performed and shall have the unilateral right to terminate this Agreement

with County within the Due Diligence Period if such condition is unacceptable to Buyer by

delivering to County written notice of such termination.

8.3 Buyer’s Indemnity. Buyer shall indemnify, defend and hold County, its elected

officials, officers, employees, trustees, agents, successors and assigns harmless from and against

any and all claims, liens, demands, losses, damages, liabilities, fines, penalties, charges,

administrative and judicial proceedings and orders, judgments, and all costs and expenses

incurred in connection with any entry onto the Property (including, without limitation,

reasonable attorneys’ fees, reasonable costs of defense, and reasonable costs and expenses of all

experts and consultants), arising directly or indirectly, in whole or in part, out of Buyer’s Due

Diligence Investigation, including but not limited to any investigative or construction related

- 19 -

activity, or any other act or omission in connection with the Property by or on behalf of Buyer or

its employees, invitees, agents or contractors and any contract, agreement or commitment

entered into by Buyer in connection with the Property. Buyer’s obligations under this section

shall survive the Closing Date or the termination of this Agreement.

ARTICLE 9

ASSIGNMENT OF RENTS

Commencing on the first day of the calendar month after the expiration of the Due

Diligence Period until the Closing Date Deadline or earlier termination of the PSA, the County

shall assign the rents under the lease agreements with the Geo Lease and the Verizon Lease, if

the Verizon Lease has not yet expired, to Buyer pursuant to the form Assignment of Rents,

attached as EXHIBIT “G” and incorporated into this Agreement by this reference.

ARTICLE 10

GENERAL PROVISIONS

10.1 Assignment. Buyer shall not have the right to assign its rights or obligations

under this Agreement.

10.2 Contingency. This Agreement shall bind Buyer and County only following its

approval by County’s Board of Supervisors and execution by the authorized signatory of Buyer

and County.

10.3 Entire Agreement. This Agreement together with all exhibits attached to this

Agreement and other agreements expressly referred to in this Agreement, constitutes the entire

agreement between County and Buyer with respect to the subject matter contained in this

Agreement. All prior or contemporaneous agreements, understandings, representations,

warranties and statements, oral or written, are superseded.

10.4 Exhibits. All exhibits referred to in this Agreement are attached to this

Agreement and are incorporated into this Agreement by reference.

10.5 Further Assurances. County and Buyer shall perform any further acts and execute

and deliver any additional documents and instruments that may be reasonably required to carry

out the provisions of this Agreement and the intentions of County and Buyer.

10.6 Governing Law. This Agreement shall be governed, interpreted, construed and

enforced in accordance with the laws of the State of California.

- 20 -

10.7 Construction. The captions and section headings used in this Agreement are

inserted for convenience only and are not intended to define, limit or affect the construction or

interpretation of any term or provision of this Agreement. Whenever required by the context of

this Agreement, the singular shall include the plural and vice versa. This Agreement shall not be

construed as if it had been prepared by County or Buyer, but rather as if County and Buyer had

jointly prepared this Agreement.

10.8 Modification, Waiver, Amendment. No modification, waiver, amendment or

discharge of this Agreement shall be valid unless the modification, waiver, amendment or

discharge is in writing and signed by County and Buyer.

10.9 No Other Inducement. The making, execution and delivery of this Agreement by

the County and Buyer has been induced by no representations, statements warranties or

agreements other than those expressed in this Agreement.

10.10 Notices. All notices or other communications required or permitted under this

Agreement shall be in writing, and shall be personally delivered by a reputable courier delivery

service, sent by United States Postal Service certified mail, postage prepaid, return receipt

requested, or sent by telecopy or e-mail, and shall be deemed received upon the earlier of (i) if

personally delivered or delivered by a reputable courier delivery service, the date of delivery to

the address of the person to receive the notice, (ii) if mailed, two (2) business days after the date

of posting by the United States Postal Service, (iii) if given by telecopy or e-mail, when sent.

Any notice, request, demand, direction or other communication sent by telecopy or e-mail must

be confirmed within forty-eight (48) hours by letter mailed or delivered in accordance with this

section.

If to County: County of San Diego

Department of General Services

Attention: Marko Medved, P.E., CEM, Director

5560 Overland Avenue

Suite 410

San Diego, California 92123

Telephone: 858-694-2291 [Real Estate Services Division]

Facsimile: 858-694-2369 [Real Estate Services Division]

If to Buyer: __________________________

Attention: __________________

__________________________

___________________________

Telephone: _________________

e-mail: ____________________

Facsimile: __________________

- 21 -

With a copy to: __________________________

Attention: __________________

__________________________

___________________________

Telephone: _________________

e-mail: _____________________

Facsimile: __________________

If to Escrow Agent: [TBD] _____________________

Attention: __________________

__________________________

___________________________

Telephone: _________________

e-mail: ____________________

Facsimile: __________________

Any notice of change of address shall be given by written notice in the manner detailed in

this section. Rejection or other refusal to accept or the inability to deliver because of changed

address of which no notice was given shall be deemed to constitute receipt of the notice, demand,

request or communication sent.

10.11 Severability. If any term, provision, covenant or condition of this Agreement is

held to be invalid, void or otherwise unenforceable, to any extent, by any court of competent

jurisdiction, the remainder of this Agreement shall not be affected, and each term, provision,

covenant or condition of this Agreement shall be valid and enforceable to the fullest extent

permitted by law.

10.12 Specific Performance and Other Remedies. If County defaults in its obligation to

sell and convey the Property to Buyer pursuant to this Agreement, Buyer’s sole remedy shall be

to elect one of the following: (i) to terminate this Agreement, or (ii) to bring a suit for specific

performance provided that any suit for specific performance must be brought within ninety (90)

days of County’s default, to the extent permitted by law, and Buyer waives the right to bring suit

at any later date. This Agreement confers no present right, title or interest in the Property to

Buyer and Buyer agrees not to file a lis pendens or other similar notice against the Property

except in connection with, and after, the proper filing of a suit for specific performance.

10.14 Successors. Subject to the limitations on assignment set forth in Section 9.1, all

terms of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by

County and Buyer and their respective heirs, legal representatives, successors, and assigns.

10.15 Time. Time is of the essence of each provision of this Agreement.

10.16 Time Period Computation. All periods of time referred to in this Agreement shall

- 22 -

include all Saturdays, Sundays and County, State or national holidays, unless the period of time

specifies business days, provided that if the date or last date to perform any act or give any notice

or approval shall fall on a Saturday, Sunday or County, State or national holiday, the act or

notice may be timely performed or given on the next succeeding day which is not a Saturday,

Sunday or County, State or national holiday.

10.17 Waiver. The waiver by one party of the performance of any term, provision,

covenant or condition shall not invalidate this Agreement, nor shall it be considered as a waiver

by the party of any other term, provision, covenant or condition. Delay by any party in pursuing

any remedy or in insisting upon full performance for any breach or failure of any term, provision,

covenant or condition shall not prevent the party from later pursuing remedies or insisting upon

full performance for the same or any similar breach or failure.

10.18. Effective Date. County and Buyer have duly executed this Agreement as of the

day and year written below. This Agreement shall be effective as of the date of its execution by

the County’s Director of the Department of General Services.

THE REMAINDER OF THIS PAGE HAS BEEN LEFT INTENTIONALLY BLANK

THE SIGNATURES ARE ON THE FOLLOWING PAGE

SIGNATURES

COUNTY:

County of San Diego,

a political subdivision of the State of California

Date: __________________ By: __________________________________

Marko Medved, P.E., CEM, Director


BUYER:

_____________________________

_____________________________

Date: __________________ By: __________________________________

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ACCEPTANCE BY ESCROW HOLDER:

__________________________________ acknowledges that it has received a fully executed

counterpart of the Agreement and agrees to act as Escrow Holder under the Agreement and to be

bound by and perform the terms of the Agreement as the terms apply to Escrow Holder.

Dated: ________________ ___________________________

By: ________________________________

Name: ________________________________

Title: ________________________________

A-1

EXHIBIT “A”

LEGAL DESCRIPTION

Parcel No. 2017-0162-A (8-23-2017) (WAR:TJM:tjm)

Lots 1 through 6, inclusive, of the re-subdivision of Fractional Block 11 of MIDDLETOWN, and Lots G through L, inclusive, of Fractional Block “J” of HORTON’S ADDITION, in the City of San Diego, County of San Diego, State of California, according to Partition Map thereof made by order of the reference in the Case of Baldwin, et al. vs. Couts, et al., in the District Court of the Eighteenth Judicial District of the State of California, by J.E. Jackson, filed in the Office of the Clerk of San Diego County, January 1874.

TOGETHER WITH any underlying fee interests in the adjoining streets, if any, and all of the County of San Diego interests in the portions of the building crossings over B Street.

APN: 533-414-08 and 533-414-09

Parcel No. 2017-0162-B (8-23-2017) (WAR:TJM:war)

Lots 1 through 6, inclusive, in Block 2 as shown on Map of MIDDLETOWN, in the City of San Diego, County of San Diego, State of California, according to Partition Map thereof made by order of the reference in the Case of Baldwin, et al. vs. Couts, et al., in the District Court of the Eighteenth Judicial District of the State of California, by J.E. Jackson, filed in the Office of the Clerk of San Diego County, January 1874, and Lots G through L, inclusive, of Block “K” of HORTON’S ADDITION according to Map thereof made by L.L. Lockling, in the City of San Diego, County of San Diego, State of California, according to Map thereof filed in the Office of the Clerk of San Diego County, June 1871.

TOGETHER WITH all underlying fee interests in the adjoining streets if any, and all of the County of San Diego interests in the portions of the building crossings over B Street and C Street.

APN: Portion 533-517-01

A-2

Parcel No. 2017-0162-C (8-23-2017) (WAR:TJM:war)

All of Block “D” as shown on Map of MIDDLETOWN, in the City of San Diego, County of San Diego, State of California, according to Partition Map thereof made by order of the reference in the Case of Baldwin, et al. vs. Couts, et al., in the District Court of the Eighteenth Judicial District of the State of California, by J.E. Jackson, filed in the Office of the Clerk of San Diego County, January 1874.

TOGETHER WITH Lots G through L, inclusive, in Block “L” of HORTON’S ADDITION, in the City of San Diego, County of San Diego, according to Map thereof made by L.L. Lockling, filed in the Office of the Clerk of San Diego County, June 1871.

TOGETHER WITH any underlying fee interests in the adjoining streets, if any, and all of the County of San Diego interests in the portions of the building crossings over C Street.


Parcel No. 2017-0162-D (10-02-2017) (TJM:war)

RESERVING THEREFROM, an easement to construct and operate an underground county inmate tunnel for the pedestrian transportation of inmates between the Central Jail and the State Courthouse under and through a portion of Block 2 and portions of Union Street all as shown on Map of Middletown, and a portion of Block “K” and portions of Front Street all as shown on Horton’s Addition according to Map thereof made by L.L. Lockling in the City of San Diego, county of San Diego, state of California, according to partition map thereof made by order of the reference in the case of Baldwin, et al vs. Couts, et al, in the District Court of the Eighteenth Judicial District of the State of California, by J.E. Jackson, filed in the office of the Clerk of San Diego County, January 1874; lying Southerly and Southeasterly of a line being 100.00 feet Northerly and Northwesterly, measured at right angles from the following described line:

COMMENCING at the Southeast corner of Block 3 of said Map of Middletown;

THENCE along the Easterly line of said Block 3, as shown on Record of Survey Map No. 19984, recorded November 30, 2007 in the office of the San Diego County Recorder, North 0°29'36” East, 98.31 feet to a point herein designated as Point “A”;

THENCE leaving said Easterly line, North 89°38'39” West, 0.66 feet, to the connection point with

A-3

said State Courthouse basement and the TRUE POINT OF BEGINNING; thence retracing South 89°38'39” East, 0.66 feet to said Point “A”;

THENCE South 89°38'39” East, 160.34 feet;

THENCE North 66°28'04” East, 67.62 feet;

THENCE South 89°25'58” East, 124.21 feet, to the Westerly line of Block “H” of said Horton’s Addition, also being the POINT OF TERMINUS.

The said Northerly and Northwesterly line shall be shortened so as to terminate on the centerlines of said Union and Front Streets, and the Southerly line of the hereinabove reserved easement shall terminate Easterly in the Easterly prolongation of the Southerly line of said Block “K”, and shall terminate Westerly in the Westerly prolongation of the Southerly line of said Block 2.

EXCEPTING THEREFROM that portion lying above a sloping plane having an elevation of 30.00 feet along the Southerly lines of said Block 2 and said Block “K”, and having an elevation of 36.50 feet along the Northerly lines of said Block 2 and said Block “K”.

Elevations are based on the National Geodetic Vertical Datum of 1929 (NGVD29) based locally on the City of San Diego Benchmark at the Northeast corner of Union street and “B” streets (Benchmark No. 2569, having an elevation 41.581 feet).

TOGETHER WITH the right to extend ties and soil stabilization improvements beyond the limits of the easement if required.

It is intended that this easement shall be used to construct an underground pedestrian tunnel below any existing structures built on the land described above.

Grantor hereby further reserves reasonable and temporary rights of ingress and egress and access to the above described easement area through the property herein described as may be necessary, from time to time, to enable Grantor to effectuate the purpose of the easement as described herein.


B-1

EXHIBIT “B”

LOCATION MAP

C-1

EXHIBIT “C”

GRANT DEED

(Begins on the following page)

1

RECORDING REQUESTED BY DEPARTMENT OF GENERAL SERVICES FOR THE BENEFIT OF THE COUNTY OF SAN DIEGO PER GOVERNMENT CODE SECTION 27383

WHEN RECORDED, PLEASE RETURN THIS INSTRUMENT TO: Copy to: Department of General Services Attn: Tom McCabe, Senior Land Surveyor 5560 Overland Ave., 4th Floor, Suite 410 San Diego, California 92123

SPACE ABOVE FOR RECORDER'S USE ONLY

GRANT DEED

TRANSFER TAX DUE ___________

Assessor's Parcel No’s. 533-414-08, 533-414-09, and 533-517-01

Project: Downtown Court

Parcel No.: 2017-0162-A,B,C,D,E, F & G

For a valuable consideration, the receipt of which is hereby acknowledged, COUNTY OF SAN DIEGO, a political subdivision of the State of California (Grantor) hereby grants, in FEE, to _________________________________________________ (Grantee), all that real property in the County of San Diego, State of California described as follows:


Lots 1 through 6, inclusive, of the re-subdivision of Fractional Block 11 of MIDDLETOWN, and Lots G through L, inclusive, of Fractional Block “J” of HORTON’S ADDITION, in the City of San Diego,

2

County of San Diego, State of California, according to Partition Map thereof made by order of the reference in the Case of Baldwin, et al. vs. Couts, et al., in the District Court of the Eighteenth Judicial District of the State of California, by J.E. Jackson, filed in the Office of the Clerk of San Diego County, January 1874.

TOGETHER WITH any underlying fee interests in the adjoining streets, if any, and all of the County of San Diego interests in the portions of the building crossings overB Street. APN: 533-414-08 and 533-414-09



TOGETHER WITH all underlying fee interests in the adjoining streets if any, and all of the County of San Diego interests in the portions of the building crossings over B Street and C Street. APN: Portion 533-517-01



TOGETHER WITH Lots G through L, inclusive, in Block “L” of HORTON’S ADDITION, in the City of

3

San Diego, County of San Diego, according to Map thereof made by L.L. Lockling, filed in the Office of the Clerk of San Diego County, June 1871.

TOGETHER WITH any underlying fee interests in the adjoining streets, if any, and all of the County of San Diego interests in the portions of the building crossings over C Street. APN: Portion 533-517-01

Parcel No. 2017-0162-D (10-02-2017) (TJM:war)

RESERVING THEREFROM, an easement to construct and operate an underground county inmate tunnel for the pedestrian transportation of inmates between the Central Jail and the State Courthouse under and through a portion of Block 2 and portions of Union Street all as shown on Map of Middletown, and a portion of Block “K” and portions of Front Street all as shown on Horton’s Addition according to Map thereof made by L.L. Lockling in the City of San Diego, county of San Diego, state of California, according to partition map thereof made by order of the reference in the case of Baldwin, et al vs. Couts, et al, in the District Court of the Eighteenth Judicial District of the State of California, by J.E. Jackson, filed in the office of the Clerk of San Diego County, January 1874; lying Southerly and Southeasterly of a line being 100.00 feet Northerly and Northwesterly, measured at right angles from the following described line:

COMMENCING at the Southeast corner of Block 3 of said Map of Middletown;

THENCE along the Easterly line of said Block 3, as shown on Record of Survey Map No. 19984, recorded November 30, 2007 in the office of the San Diego County Recorder, North 0°29'36” East, 98.31 feet to a point herein designated as Point “A”;

THENCE leaving said Easterly line, North 89°38'39” West, 0.66 feet, to the connection point with said State Courthouse basement and the TRUE POINT OF BEGINNING; thence retracing South 89°38'39” East, 0.66 feet to said Point “A”;

THENCE South 89°38'39” East, 160.34 feet;

THENCE North 66°28'04” East, 67.62 feet;

THENCE South 89°25'58” East, 124.21 feet, to the Westerly line of Block “H” of said Horton’s Addition, also being the POINT OF TERMINUS.

4

The said Northerly and Northwesterly line shall be shortened so as to terminate on the centerlines of said Union and Front Streets, and the Southerly line of the hereinabove reserved easement shall terminate Easterly in the Easterly prolongation of the Southerly line of said Block “K”, and shall terminate Westerly in the Westerly prolongation of the Southerly line of said Block 2.

EXCEPTING THEREFROM that portion lying above a sloping plane having an elevation of 30.00 feet along the Southerly lines of said Block 2 and said Block “K”, and having an elevation of 36.50 feet along the Northerly lines of said Block 2 and said Block “K”.

Elevations are based on the National Geodetic Vertical Datum of 1929 (NGVD29) based locally on the City of San Diego Benchmark at the Northeast corner of Union street and “B” streets (Benchmark No. 2569, having an elevation 41.581 feet).

TOGETHER WITH the right to extend ties and soil stabilization improvements beyond the limits of the easement if required.

It is intended that this easement shall be used to construct an underground pedestrian tunnel below any existing structures built on the land described above.

Grantor hereby further reserves reasonable and temporary rights of ingress and egress and access to the above described easement area through the property herein described as may be necessary, from time to time, to enable Grantor to effectuate the purpose of the easement as described herein.


Restricted Use Area

PARCEL NO. 2017-0162-E (8-23-2017) (WAR:TJM:tjm)

Lots 1 through 6, inclusive, in Block 2 as shown on Map of MIDDLETOWN, in the City of San Diego, County of San Diego, State of California, according to Partition Map thereof made by order of the reference in the Case of Baldwin, et al. vs. Couts, et al., in the District Court of the Eighteenth Judicial District of the State of California, by J.E. Jackson, filed in the Office of the Clerk of San Diego County, January 1874, and Lots G through L, inclusive, of Block “K” of HORTON’S ADDITION according to Map thereof made by L.L. Lockling, in the City of San Diego, County of San Diego,

5

State of California, according to Map thereof filed in the Office of the Clerk of San Diego County, June 1871.


Parcel No. 2017-0162-F (8-23-2017) (WAR:TJM:war)




Parcel No. 2017-0162-G (8-23-2017) (WAR:TJM:war)

That portion of the building that is commonly known as the “County Courthouse”, having the street address of 220 West Broadway, San Diego, California, that is located on and above the following described land:

That portion of Lots 4, through 6, inclusive, of the re-subdivision of Fractional Block 11 of MIDDLETOWN, and Lots G through J, inclusive, of Fractional Block “J” of HORTON’S ADDITION, in the City of San Diego, County of San Diego, State of California, according to Partition Map thereof made by order of the reference in the Case of Baldwin, et al. vs. Couts, et al., in the District Court

6

of the Eighteenth Judicial District of the State of California, by J.E. Jackson, filed in the Office of the Clerk of San Diego County, January 1874, lying Southerly of the following described line:

COMMENCING at the Southwesterly Corner of said Lot 6 of Fractional Block 11; Thence along the Westerly line of said Fractional Block 11, North 0°28’24” East, 130.01 feet, to the TRUE POINT OF BEGINNING; Thence leaving said Westerly line, South 89°30’02” East, 80.85 feet; Thence North 37°35’18” East, 6.66 feet; Thence South 88°57’33” East, 22.35 feet; Thence North 0°00’00” East, 25.17 feet; Thence South 89°31’30” East, 89.79 feet, to a Point on the East line of said Lot J of Fractional Block “J”, also being the POINT OF TERMINATION;

TOGETHER WITH any underlying fee interests in the adjoining streets.

EXCLUDING THEREFROM all land underlying and surrounding said portion of the County Courthouse and all other structures and improvements that are located within the boundaries herein above described.

APN: 533-414-08

THE RESTRICTED USE AREA SHALL BE RESTRICTED IN COMPLIANCE WITH STATE OF CALIFORNIA GOVERNMENT CODE SECTION 70502 SUCH THAT NO NEW DETENTION FACILITY, OR AN EXPANSION OF THE CURRENTLY LEASED OR CONTRACTED BEDS IN A DETENTION FACILITY, WILL BE CONSTRUCTED IN THE RESTRICTED USE AREA.

7

Dated this day of , 20____.

_____________________________ MARKO MEDVED, P.E., CEM, Director Department of General Services

STATE OF CALIFORNIA SS COUNTY OF SAN DIEGO On before me, ____________________________, Deputy County Clerk in and for said County and State, personally appeared Marko Medved, P.E., CEM, Director, Department of General Services, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity and by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal.

Ernest J. Dronenburg, Jr., Assessor/Recorder/County Clerk

By: HUGH ROWLES - Deputy

A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the

truthfulness, accuracy, or validity of that document.

2

D-1

EXHIBIT “D”

DEFERRED PURCHASE PRICE DECLARATION

(Begins on next page)

1

RECORDING REQUESTED BY

AND WHEN RECORDED MAIL TO:

MAIL TAX STATEMENT TO:

EXEMPT FROM RECORDING FEES

PURSUANT

TO GOV’T CODE § 27383

FORM OF

DECLARATION OF AGREEMENT TO PAY DEFERRED PURCHASE PRICE

County Courthouse and Old Jail Site, San Diego, California

THIS DECLARATION OF AGREEMENT TO PAY DEFERRED PURCHASE PRICE

(this “instrument”) is made and entered into as of the day of , 20___

(“Effective Date”), by and between the County of San Diego, a political subdivision of the State

of California, (“Declarant”), and________________________________, a California (“Buyer”).

R E C I T A L S

This instrument is made with reference to the following facts:

A. Concurrently herewith, Buyer is acquiring from Declarant: (i) that certain real

property (“Property”) located in the City of San Diego, County of San Diego, State of California,

bounded by Union Street on the west, Front Street on the east, A Street on the north and Broadway

on the south and consisting of an approximately 1.38-acre parcel of land [Assessor’s Parcel

Number 533-414-08 and 533-414-09] and an approximately 2.57-acre parcel of land [Assessor’s

Parcel Number 533-517-01], which is more particularly described in the attached Exhibit A,

“Legal Description of Property,” and as shown on the map attached as Exhibit B, “Location Map,”

(ii) all privileges, rights, easements appurtenant to the Property, and other easements and other

2

rights-of-way included in, adjacent to, or used in connection with the beneficial use and enjoyment

of the Property, and (iii) all other buildings, structures, fences, parking areas, or improvements

located upon the Property or upon the Improvements, including fixtures, systems, and equipment

attached to the land or Improvements and used in connection with the operation or occupancy of

the Property and Improvements (collectively, items (i)-(iii) are referred to in this instrument as the

“Property”).

B. Buyer’s acquisition of the Property from Declarant is memorialized in that certain

Purchase and Sale Agreement and Joint Escrow Instructions dated , 2018

(the “Purchase and Sale Agreement” on file at the office of Declarant), which is incorporated into

this instrument by this reference. All capitalized terms used but not defined herein shall have the

meanings set forth in the Purchase and Sale Agreement.

C. Pursuant to the Purchase and Sale Agreement, Buyer has paid Declarant at the

closing for the purchase of the Property the minimum purchase price set forth in the Purchase and

Sale Agreement of ____________________ (the “Minimum Purchase Price”).

D. The City of San Diego land use regulations governing the use and development of

the property in effect on the date of this instrument are hereinafter referred to as the “Existing Land

Use Regulations.”

E. Pursuant to the Purchase and Sale Agreement, Buyer and Declarant have agreed to

work cooperatively to change the Existing Land Use Regulations (if feasible) to permit a mix of

commercial and residential uses in order to maximize the value of the Property. If Buyer and

Declarant are successful under the terms of the Purchase and Sale Agreement, Buyer may be

obligated to pay Declarant additional amounts as a deferred purchase price (“Deferred Purchase

Price”), calculated based upon the permitted uses of the Property under the land use entitlements

adopted by the City changing the Existing Land Use Regulations (“Entitlements”). These

Entitlements may require a general plan amendment, subdivision map, zoning approval, site

development permit, conditional use permit, and other approvals for the Property that are required

for Buyer’s intended development of the Property.

F. In connection with the acquisition of the Property, Buyer has represented to

Declarant that it is acquiring the Property subject to its obligation to pay the Deferred Purchase

Price if due, and Declarant is selling the Property to Buyer on the basis of Buyer’s continuing

obligations to pay the Deferred Purchase Price, if due in accordance herewith.

G. But for such representations by Buyer, and the covenants of Buyer contained

herein, Declarant would not have sold the Property to Buyer; instead, Declarant would have sold

the Property to another party willing to pay the Deferred Purchase Price.

NOW, THEREFORE, in consideration of the foregoing (including the sale of the Property

by Declarant to Buyer), and other good and valuable consideration, the receipt and adequacy of

3

which are hereby acknowledged by Buyer, the parties hereto agree as follows:

R E S T R I C T I O N S

ARTICLE I

GENERAL PROVISIONS

1.01. STATEMENT OF GENERAL PURPOSES. The purpose of this instrument is to secure

payment of the Deferred Purchase Price, if payable in accordance with this instrument.

1.02. CERTAIN DEFINITIONS.

(a) “Affiliate” shall mean a person or entity owned or controlled by or under common

control with a person or entity described in this instrument or any of the spouses, ancestors, or

lineal descendants of natural persons who control such person or entity or a trust for the benefit of

the spouses, ancestors or lineal descendants of such natural persons in control of such person or

entity. For purposes hereof, “control” shall mean management of the day to day operations of such

person or entity and, in the case of a corporation, ownership of at least fifty-one percent (51%) of

all classes of outstanding voting stock of such corporation, and, in the case of a partnership,

ownership as a general partner of at least fifty-one percent (51%) of the interest in profits and

losses and/or cash flow of such partnership.

(b) “Buyer” shall mean the Buyer identified above and each and every successor,

assignee, owner, lessee, licensee or other occupant during its ownership or occupancy of the

Property or any portion thereof or interest therein, as the context may require through (and only

through) the Termination Date.

(c) “Cash Equivalent” shall mean a wire transfer of funds or other good and

immediately available funds.

(d) “Declarant” shall mean the County of San Diego and all successors, assigns or

designees who shall assume the obligation and to whom the County of San Diego shall specifically

assign in writing the right to enforce these Restrictions.

(e) “Termination Date” shall mean the earliest to occur of:

(i) The date of payment of the Deferred Purchase Price for the Property; or

(ii) The date of issuance of a certificate of occupancy by the City for

improvements constructed on the Property pursuant to the Existing Land

Use Regulations; provided, however, that if subsequent to such date but

prior to the date set forth in clause (iii), below, Buyer or any successor in

interest shall obtain Entitlements for any portion of the Property as to which

4

a certificate of occupancy has not been issued by the City (a “Subsequent

Phase”), then the Termination Date shall not be deemed to have occurred as

to such Subsequent Phase until Buyer (or such successor) has paid the

Deferred Purchase Price, if any, owed as a result of such Entitlements; or

(iii) The date which is the later of: (y) _______ years after the date of

conveyance of the Property to Buyer, or (z) ______ years after the Effective

Date.

ARTICLE II

OBLIGATION TO PAY DEFERRED PURCHASE PRICE

2.01. GENERAL RESTRICTIONS. The failure of Buyer to pay the Deferred Purchase Price if

and when owed pursuant to this instrument shall, at Declarant’s option, constitute a default

hereunder and a breach of this instrument, which shall entitle Declarant to exercise any of the

rights and remedies set forth below.

2.02. DEFERRED PURCHASE PRICE.

(a) PAYMENT OF DEFERRED PURCHASE PRICE. Within thirty (30) days

following receipt of the Entitlements, Buyer shall pay to Declarant in Cash Equivalent the Deferred

Purchase Price, if any is due and owing, determined as set forth below.

(b) DETERMINATION OF DEFERRED PURCHASE PRICE. The Deferred

Purchase Price is equal to the positive difference, if any, between the Minimum Purchase Price

and a sum calculated based upon the Entitlements. Such calculated sum shall equal the following:

[TBD]

(c) TERMINATION OF OBLIGATION TO PAY DEFERRED PURCHASE PRICE.

This instrument and the obligation to pay the Deferred Purchase Price shall terminate on the

Termination Date.

ARTICLE III

ENFORCEMENT

3.01. GENERAL PURPOSE AND CONSTRUCTIVE NOTICE. The obligation to pay the

Deferred Purchase Price as set forth in this instrument shall run and pass with each and every

portion of the Property, be binding upon Buyer, its successors and assigns until the Termination

Date and shall be enforceable solely by Declarant notwithstanding any transfers of property of

Declarant benefited by this instrument, or any portion thereof by Declarant. Every person or entity

who now or hereafter owns or acquires any right, title or interest in or to any portion of the Property

prior to the Termination Date is and shall be conclusively deemed to have consented and agreed

5

to every provision, covenant, condition, right and limitation contained herein, whether or not any

reference to this instrument is contained in the instrument by which such person acquired an

interest in the Property.

3.02. DEFAULT AND GENERAL REMEDIES. In the event of any breach, violation or failure

to pay the Deferred Purchase Price which has not been cured within the cure period set forth below,

Declarant at its sole option and discretion may enforce any one or more of the following remedies

or any other rights or remedies to which Declarant may be entitled by law or equity, whether or

not set forth herein. The cure period shall commence when written notice is given to Buyer of a

violation hereunder and shall end ten (10) days thereafter. To the maximum extent allowable by

law, all remedies provided herein or by law or equity shall be cumulative and not exclusive. ·

(a) DAMAGES. Declarant may bring a suit for damages for any compensable breach

of or noncompliance with the obligation to pay the Deferred Purchase Price.

(b) MORTGAGE LIEN. In addition to any other rights or remedies hereunder, should

a default by Buyer not be timely cured, Declarant may deliver to Buyer and record in the Official

Records of the County of San Diego a notice of default and election to sell the Property.

Thereafter, unless all amounts legally due and owing to Declarant have been paid, and provided

that all of the requirements of Sections 2920 et seq. of the California Civil Code and of all other

applicable statutes have been satisfied, Declarant, or such trustee as Declarant may appoint

(“Trustee”), may cause the Property to be sold at such time and place as may be fixed in said notice

of sale or at such time and place to which the sale say be postponed as hereinafter provided without

additional notice, either as a whole or in separate parcels, and in such order as Declarant or its

Trustee alone may determine, at public auction to the highest bidder for cash in lawful money of

the United States at the time of sale, or upon such other terms as Declarant or its Trustee may

consider advisable. Buyer shall have no right to direct or determine whether the Property shall be

sold as a whole or in separate parcels, or the order of sale of separate parcels or the portion of the

Property to be sold if only a portion is sold. Declarant or its Trustee may postpone the sale of the

Property by public announcement thereof at the time and place of sale and from time-to-time-

thereafter by public-announcement at the time and place of the preceding postponement. In

conducting or postponing any such sale, Declarant may act through its agents, officers or

employee's or any other person designated by Declarant, whether or not such party shall be a

licensed auctioneer. At such sale, Declarant or its Trustee shall cause to be delivered to the buyer

or buyers, one or more duly executed deed or deeds conveying the property so sold, subject to all

the provisions of this instrument, but without any covenant or warranty, either express or implied.

The recitals in such deed or deeds with regard to any matters of fact shall be conclusive proof of

the truthfulness thereof against the buyer at such sale, its successors and assigns, and all other

persons. Any person or entity, including, without limitation, Declarant, may bid in or purchase at

such sale. The proceeds of such sale shall be applied as follows: first, to the expenses of sale

incurred by Declarant, including reasonable attorneys' fees; next, to the Deferred Purchase Price;

and finally, to the person or persons legally entitled thereto. As an alternative to the foregoing,

Declarant may elect to foreclose the lien secured hereby by judicial action, in which event Buyer

6

shall be liable for the expenses incurred by Declarant in connection therewith, including reasonable

attorneys’ fees. To the maximum extent permitted by law, Buyer hereby waives any applicable

statute of limitations, provided that the lien created herein shall expire on the Termination Date.

Notwithstanding the foregoing, if Buyer’s default is timely cured in accordance with this

instrument or applicable law, Declarant shall, upon request by Buyer, record at Buyer’s expense

an appropriate notice of rescission in accordance with the applicable provisions of the Civil Code

of California.

ARTICLE IV

MISCELLAENOUS

4.01. WAIVER. No waiver, consent or approval by Declarant of a breach hereof by Buyer and

no delay or failure to enforce the obligation to pay the Deferred Purchase Price shall be construed

or held to be a waiver of any succeeding or preceding breach of the same obligation. No waiver

of any breach or default of Buyer hereunder shall be implied from any omission by Declarant to

take any action on account of such breach or default if such breach or default persists.

4.02. ADVANCES BY DECLARANT. Declarant shall be entitled to advance any sums

Declarant deems necessary, in its sole discretion, to protect and preserve the security for its rights

and interest under this instrument (including, but not limited to, sums for completion of

construction of any improvements on the Property, any property taxes or assessments, insurance

premiums, or amounts secured or represented by encumbrances or liens or other charges on any

portion of the Property which appear to be prior to Declarant’s rights and interest under this

instrument), all of which advances (together with interest at the maximum rate then permitted by

law) shall be secured by the lien of this instrument described in Section 3.02(b) above, and shall

be subject to the power of sale provisions in this instrument if Buyer fails to reimburse Declarant

for such advances within ten (10) days after demand from Declarant.

4.03. COSTS OF ENFORCEMENT. In the event any legal or equitable action or proceeding

shall be instituted between Declarant and Buyer to enforce any provision of this instrument, the

party prevailing in such action shall be entitled to recover from the losing party all of its costs,

including court costs and reasonable attorneys’ fees, charges and reimbursements.

4.04. ASSIGNMENT BY DECLARANT. Any and all of the rights, powers, duties and

reservations of Declarant herein contained may be assigned to any person or entity which will

assume the duties of Declarant pertaining to the particular rights, powers and reservations

assigned; and upon any such portion or entity evidencing its consent in writing to accept such

assignment and assume such duties, such assignee shall, to the extent of such assignment, have the

same rights and powers and be subject to the same obligations and duties as are given to and

assumed by Declarant herein.

4.05. TERMINATION OR AMENDMENT. This instrument may be amended, modified or

extended, in whole or in part, only by recordation in the Official Records of the County of

7

San Diego of a proper instrument duly executed and acknowledged by Declarant and Buyer to that

effect. This instrument shall terminate and be of no further force or effect on the Termination

Date.

4.06. CAPTIONS. The captions used herein are for convenience only and are not a part of this

instrument and do not in any way limit or amplify the scope or intent of the terms and provisions

hereof.

4.07. INVALIDITY OF PROVISION. If any provision of this instrument as applied to

Declarant or Buyer or to any circumstance shall be adjudged by a court of competent jurisdiction

to be void, invalid, illegal or unenforceable for any reason, the same shall in no way affect (to the

maximum extent permissible by law) any other provision of this instrument, the application of any

such provision under circumstances different from those adjudicated by the court, or the validity

or enforceability of the instrument as a whole.

4.08. NOTICES. All notices, consents, requests demands and other communications provided

for herein shall be in writing and shall be deemed to have been duly given if and when personally

served or forty-eight (48) hours after being sent by United States registered mail, return receipt

requested, postage prepaid, to the other party at the following respective addresses:

If to Declarant: County of San Diego


Attention: Marko Medved, P.E., CEM, Director

5560 Overland Avenue

Suite 410

San Diego, California 92123

Telephone: 858-694-2291 [Real Estate Services Division]

Facsimile: 858-694-2369 [Real Estate Services Division]

If to Buyer: __________________________

Attention: __________________

__________________________

___________________________

Telephone: _________________

Facsimile: __________________

With a copy to: __________________________

Attention: __________________

__________________________

___________________________

Telephone: _________________

Facsimile: __________________

8

or at such other address as the Declarant of the Buyer may designate to the other in writing.

4.09. APPLICATION TO DECLARANT. Notwithstanding anything herein contained to the

contrary, if Declarant reacquires title to the Property or any portion thereof at any time after the

date hereof, the Restrictions shall automatically cease and terminate and be of no further force or

effect as to Declarant and such property, effective as of the date of such reacquisition by Declarant.

4.10. TIME OF THE ESSENCE. Time is of the essence of each provision of this instrument in

which time is an element.

4.11. OTHER RESTRICTIONS. This instrument may not be the exclusive source of restrictions

on the use of the Property, and nothing herein contained shall prejudice or diminish in any way

Declarant’s rights under any other documents of record from time to time affecting all or any

portion of the Property.

4.12. EFFECTIVE DATE. Declarant and Buyer have duly executed this Agreement as of the

day and year written below. This Agreement shall be effective as of the date of its execution by

the County’s Director of the Department of General Services.

Declarant: County of San Diego,


Date: __________________ By: __________________________________



Buyer:

_____________________________

_____________________________

Date: __________________ By: __________________________________

A-1

EXHIBIT “A”

LEGAL DESCRIPTION OF PROPERTY








A-2



TOGETHER WITH any underlying fee interests in the adjoining streets, if any, and all of the County of San Diego interests in the portions of the building crossings over B Street. APN: 533-414-08 and 533-414-09

B-1

EXHIBIT “B”

LOCATION MAP

E-1

EXHIBIT “E”

ASSIGNMENT OF LEASE FORM


1

ASSIGNMENT OF LEASE

This Assignment and Assumption of Lease (“Assignment”) is made as of ____________, 2018,

by and between County of San Diego, a political subdivision of the State of California,

(“County”) and ______________, a ___________ (“Assignee”).

RECITALS

A. County is the lessor under that certain lease agreement (“Lease”) dated ____________

with ________, a _________ as lessee for ________________ (“Property”). A copy of

the Lease is attached hereto as Exhibit A.

B. County intends to sell and Assignee intends to buy the Property pursuant to that certain

Purchase and Sale Agreement and Joint Escrow Instructions dated _________.

C. County desires to assign its right, title, and interest in, to, and under the Lease to

Assignee, and Assignee desires to accept that assignment on, and subject to, all of the

terms and conditions in this Assignment.

NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, the County and Assignee agree as follows:

1. Assignment and Assumption. County assigns to Assignee all of its rights, title

and interest in, to, and under the Lease. Assignee accepts this assignment, assumes all of

County’s obligations under the Lease, and agrees to be bound by all of the provisions of

the Lease and to perform all of the obligations of the lessor under the Lease from and

after the effective date of this Assignment. The assignment and assumption is made on,

and is subject to, all of the terms, conditions, and covenants of this Assignment.

2. Indemnification. Assignee shall defend, indemnify, and hold County harmless

from all costs, expenses, claims, causes of action and damages (including, without

limitation, reasonable attorneys’ fees and costs), which arise in connection with the Lease

from and after the date of this Assignment.

3. Further Assurances. County and Assignee shall perform any further acts and

execute and deliver any additional documents and instruments that may be reasonably

required to carry out the provisions of this Assignment and the intentions of County and

Assignee.

2

4. Entire Agreement. This Assignment together with all exhibits attached to this

Agreement, constitutes the entire agreement between County and Assignee with respect

to the subject matter contained in this Assignment. All prior or contemporaneous

agreements, understandings, representations, warranties and statements, oral or written,

are superseded.

5. Governing Law. This Agreement shall be governed, interpreted, construed and

enforced in accordance with the laws of the State of California.

6. Severability. If any term, provision, covenant or condition of this Agreement is

held to be invalid, void or otherwise unenforceable, to any extent, by any court of

competent jurisdiction, the remainder of this Agreement shall not be affected, and each

term, provision, covenant or condition of this Agreement shall be valid and enforceable

to the fullest extent permitted by law.

SIGNATURES

County and Developer have duly executed this Agreement as of the day and year written below.

This Agreement shall be effective after execution of both parties and on the date that title of the

Property transferring to Assignee.

County of San Diego,


Date: __________________ By: __________________________________



BUYER:

_____________________________

_____________________________

Date: __________________ By: __________________________________

F-1

EXHIBIT “F”

TEMPORARY CONSTRUCTION EASEMENT


1

RECORDING REQUESTED BY DEPARTMENT OF GENERAL SERVICES FOR THE BENEFIT OF THE COUNTY OF SAN DIEGO PER GOVERNMENT CODE SECTION 27383

WHEN RECORDED, PLEASE RETURN THIS INSTRUMENT TO: (MAIL STATION A45) Clerk, Board of Supervisors San Diego County Administration Center 1600 Pacific Highway San Diego, California 92101

SPACE ABOVE FOR RECORDER'S USE ONLY

EASEMENT

TEMPORARY CONSTRUCTION

NO TRANSFER TAX DUE Assessor's Parcel Project: No.: W.A. No.: Parcel No.: Log No.: Fund: ________________________the undersigned, herein designated GRANTOR(S), owner(s) of the hereinafter described lands, for a valuable consideration, the receipt of which is hereby acknowledged, does hereby GRANT and CONVEY to the COUNTY OF SAN DIEGO, and its agents and contractors, herein designated GRANTEE, a TEMPORARY CONSTRUCTION EASEMENT AND RIGHT-OF-WAY upon, through, under, over and across the hereinafter described real property for Grantee’s use necessary to for installation, construction, demolition, operation, maintenance, repair, replacement, and reconstruction of 1) constructing an inmate tunnel connecting the

2

County’s downtown jail (“Central Jail”) located at 1137 Front Street to the State of California-owned new central court facility (“New Courthouse”) at 1140 Union Street, including construction of improvements inside and adjacent to Central Jail and New Courthouse to accommodate the tunnel, (“Inmate Tunnel”) and (2) abating and demolishing of the Old County Courthouse located on the Property, including abatement and demolition of two pedestrian bridges connecting the Old County Courthouse to the Central Jail and Hall of Justice and repair work to the remaining facilities caused by the demolition of the bridges, (“Demolition”) with the right to remove buildings, structures, trees, bushes, undergrowth, flowers, and any other obstructions interfering with the use of said easement and right-of-way by Grantee, its successors or assigns, and in addition thereto, the right to grade, place or remove soil, equipment and other materials within said right-of-way and easement and to use the same in such manner and at such locations as said Grantee may deem proper, needful or necessary in the construction, demolition, reconstruction and maintenance of said Inmate Tunnel or Demolition or structures appurtenant thereto.

Parcel No. 2017-0162-A1 (8-23-2017) (WAR:TJM:tjm)



Parcel No. 2017-0162-B1 (8-23-2017) (WAR:TJM:war)

All of Block “D” as shown on Map of MIDDLETOWN, in the City of San Diego, County of San Diego, State of California, according to Partition Map thereof made by order of the reference in the Case

3

of Baldwin, et al. vs. Couts, et al., in the District Court of the Eighteenth Judicial District of the State of California, by J.E. Jackson, filed in the Office of the Clerk of San Diego County, January 1874.



Parcel No. 2017-0162-C1 (8-23-2017) (WAR:TJM:war)


TOGETHER WITH any underlying fee interests in the adjoining streets, if any, and all of the County of San Diego interests in the portions of the building crossings over B Street. APN: 533-414-08 and 533-414-09

4

Dated this day of , 2018. STATE OF

SS

COUNTY OF On before me, , a Notary Public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies) and by his/her/their signature(s) on the instrument the person(s), or the entity upon behaIf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature:

FOR NOTARY SEAL OR STAMP

5

This is to certify that the interest in real property conveyed by the foregoing deed or grant to the County of San Diego, a political subdivision, is hereby accepted on behalf of the Board of Supervisors of said County of San Diego pursuant to authority conferred by Resolution of said Board adopted on October 10, 2012, and the Grantee consents to recordation thereof by its duly authorized officer. Dated:

Thomas J. McCabe, Sr. Land Surveyor Real Estate Services Division Department of General Services

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